Opinion issued January 8, 2026
In The
Court of Appeals For The
First District of Texas ———————————— NO. 01-24-00119-CV ——————————— RODEO RESOURCES, INC., RODEO RESOURCES GP, LLC, RODEO RESOURCES, LP, RODEO DEVELOPMENT LTD, JIM FORD, AND MELINDA FORD, Appellants V. RSM PRODUCTION CORPORATION, Appellee
On Appeal from the 190th District Court Harris County, Texas Trial Court Case No. 2023-43695
MEMORANDUM OPINION
Generally, arbitration agreements bind only the parties at issue. But Texas law
says that “sometimes a person who is not a party to the agreement can compel
arbitration with one who is.” Lennar Homes of Tex. Land & Constr., Ltd. v. Whiteley, 672 S.W.3d 367, 376 (Tex. 2023) (quoting Meyer v. WMCO-GP, LLC, 211 S.W.3d
302, 305 (Tex. 2006)). Texas courts have recognized six scenarios in which
arbitration with non-signatories may be required: (1) incorporation by reference; (2)
assumption; (3) agency; (4) alter ego; (5) equitable estoppel; and (6) third-party
beneficiary. Jody James Farms, JV v. Altman Grp., Inc., 547 S.W.3d 624, 633 (Tex.
2018). This case concerns the fifth, direct-benefits equitable estoppel.
Under direct-benefits estoppel, a litigant who seeks by his claim to derive a
direct benefit from a contract containing an arbitration provision may be equitably
estopped from refusing arbitration. For the doctrine to apply, the claim must depend
on the existence of the contract and be unable to stand without the contract. In short,
this doctrine says that non-signatories may compel arbitration of claims if liability
for those claims arises from a contract with an arbitration clause (but not if liability
arises from general obligations imposed by law). Lennar Homes, 672 S.W.3d at 377.
That doctrine decides this appeal.
RSM Production Corporation sued the Rodeo defendants1 for money had and
received, and the Rodeo defendants unsuccessfully moved to compel arbitration. On
appeal, the Rodeo defendants contend the trial court erred in denying their motion.
They argue that RSM seeks—through its money had and received claim—to derive
1 We refer to the appellants, Rodeo Resources, Inc., Rodeo Resources GP, LLC, Rodeo Resources, LP, Rodeo Development Ltd., Jim Ford, and Melinda Ford, collectively as the Rodeo defendants unless noted otherwise. 2 a direct benefit from contracts that require arbitration. So, the Rodeo defendants
argue, the doctrine of direct-benefits estoppel requires that RSM’s claim be
arbitrated.
We agree. In its claim, RSM argues that the Rodeo defendants “had and
received” money that, under contracts with broad arbitration clauses (and not under
any other legal doctrine), is theirs. Specifically, RSM alleges that the Rodeo
defendants improperly received (from the party RSM contracted with) “at least $1.04
million in payments” out of a “joint account[]” created by those RSM contracts. The
contracts at issue established the account from which the alleged improper payment
to the Rodeo defendants was made. Those agreements govern the account, set
procedures for its operation, and prohibit the alleged commingling that led to the
“money” RSM claims was “had and received” by the Rodeo defendants. And both
RSM’s ownership of the money and any amount allegedly belonging to RSM can be
determined only by reference to those contracts.
RSM’s claim depends upon the existence of those contracts and is unable to
stand independently without them. Therefore, direct-benefits estoppel applies.
Moreover, RSM’s claim falls within the scope of the applicable broad
arbitration agreements. Accordingly, we reverse and remand this case to arbitration.
3 BACKGROUND
A. In 2005, RSM entered into the Agreements at issue.
The background of this case begins in 2001, when the Republic of Cameroon
granted plaintiff RSM an exclusive permit to explore, develop, and produce oil and
natural gas in the Logbaba Block area of the country.
In December 2005, RSM entered into two contracts with Gaz du Cameroun
S.A. f/k/a Logbaba Development Ltd. regarding its interest in the Logbaba Block
project: (1) a Farmin Agreement and (2) an Operating Agreement.2 Those are the
agreements at issue in this appeal.
The Farmin Agreement
Under the Farmin Agreement, RSM transferred 60% of its participating
interest in the Logbaba Block project to Gaz (Logbaba), in exchange for Gaz
performing certain work obligations related to drilling the first wells. RSM retained
its undivided 40% participating interest in the project.
The Farmin Agreement includes the following broad arbitration provision:
2 The record shows, and the parties do not dispute, that Gaz du Cameroun S.A. succeeded Logbaba Development Ltd. and assumed the agreements Logbaba entered into during this period. 4 As the text says, “[a]ny and all claims, demands, . . . and other matters in question
arising out of or relating to this Agreement . . . shall be resolved by” arbitration.
The Farmin Agreement stated that RSM and Gaz (Logbaba) entered an
Operating Agreement “in order to define their respective rights and obligations.”
The Operating Agreement
The Operating Agreement, in turn, directed Gaz (as the Operator) to establish
and manage a joint account for RSM and Gaz through which the project’s revenues
and expenditures would be administered in accordance with the parties’ participating
interests (as assigned in the Farmin Agreement). Gaz, as the Operator, was to
maintain the joint account “in accordance with generally accepted accounting
practices used in the international petroleum industry and any applicable statutory
obligations of the Republic of Cameroon.”
5 At issue here, the Operating Agreement prohibited Gaz from commingling its
own funds with funds for or from the joint account:
And echoing the Farmin Agreement, the Operating Agreement includes the
following arbitration provision:
This broad text states that the parties intend the arbitration agreement to “encompass
all possible disputes.”
B. Gaz also entered agreements with a Rodeo defendant.
On the same date as executing the Farmin and Operating Agreements (in
December 2005), Gaz entered into two agreements—a Reserve Bonus Payment
Agreement and a Contingent Payment Agreement—with defendant Rodeo
Resources, LP.3 In both agreements, Gaz agreed to pay Rodeo LP a royalty on the
3 Defendant Rodeo Resources, Inc. signed the original agreements, but in 2011 it assigned all of its interests in the Reserve Bonus Payment Agreement and the 6 oil and gas produced from the project and a reserve bonus on barrels of oil identified
in the project area.
C. Disputes arose between the parties.
In the years that followed, disputes between the parties arose and were
resolved through arbitration. For instance, in 2015, RSM sued Rodeo LP for multiple
claims arising out of the Logbaba Block project.4 In that litigation, RSM was
compelled by the trial court to arbitrate its claims with Rodeo LP. The arbitration
tribunal ruled in favor of Rodeo LP, and the trial court confirmed the arbitration
award ordering RSM to pay Rodeo LP.
Also in 2015, Rodeo LP arbitrated against Gaz in a dispute over underpaid
royalties under the parties’ Contingent Payment Agreement. In August 2016, Gaz
and Rodeo LP entered into a Settlement Agreement (the “2016 Settlement
Agreement”), under which Gaz agreed to pay Rodeo LP an undisclosed sum. Gaz
and Rodeo LP further agreed to terminate the Reserve Bonus Payment and
Contingent Payment Agreements. The 2016 Settlement Agreement contains the
Contingent Payment Agreement to defendant Rodeo Resources, LP, which we refer to as Rodeo LP. 4 The lawsuit, filed November 18, 2015, was captioned Jack J. Grynberg and RSM Production Corporation v. Rodeo Resources, L.P. and Jim Ford, Cause No. 2015-69097, in the 11th District Court, Harris County, Texas. 7 The record reflects other arbitration proceedings as well.5
D. In this case, RSM filed a lawsuit against the Rodeo defendants asserting a single common-law claim for money had and received.
In the underlying lawsuit, RSM asserted against the Rodeo defendants a single
common-law claim for money had and received. In its live pleading, RSM alleged
that the Rodeo defendants improperly received from Gaz “at least $1.04 million in
payments between June 2020 and March 2023 out of the Logbaba Project’s joint
account[].” RSM further alleged that Gaz commingled bank accounts and
improperly paid the Rodeo defendants this money from the joint account to satisfy
its individual debt under the 2016 Settlement Agreement. RSM thus asserted that the
Rodeo defendants hold money that—under the Agreements discussed above—
belongs to RSM.
5 The record reflects that in 2018, RSM initiated arbitration proceedings against Gaz under the Farmin and Operating Agreements, where the arbitration tribunal issued a partial final award in favor of RSM. The record also reflects that in 2010, RSM initiated arbitration proceedings against Gaz’s predecessor and Gaz’s parent company, but it is unclear from the record what the outcome of that arbitration was. 8 E. The Rodeo defendants sought to compel arbitration under the direct-benefits estoppel theory; the trial court denied that motion.
The Rodeo defendants filed a Motion to Dismiss or, in the Alternative, a
Motion to Compel Arbitration. They took the position that, even as non-signatories
to the Farmin and Operating Agreements, they could compel RSM to arbitrate
RSM’s money had and received claim under a direct-benefits estoppel theory. They
argued that RSM’s claim depended upon the above-described agreements, which in
turn provided for arbitration.
The trial court denied the Rodeo defendants’ motion without providing a basis
for its ruling. The Rodeo defendants then filed this appeal.
DISCUSSION
We initially address our appellate jurisdiction to hear this appeal. We next
turn to the merits, and we conclude that RSM is required to arbitrate its claim under
the doctrine of direct-benefits estoppel.
A. Jurisdiction
RSM argues that we lack jurisdiction to hear this appeal of the denial of the
Rodeo defendants’ motion to compel arbitration. Not so.
When, as here, the arbitration provisions at issue do not specify whether the
Federal Arbitration Act (FAA) or the Texas Arbitration Act (TAA) applies, and the
contracts state they are governed by Texas law without excluding the application of
9 federal law, both the FAA and TAA apply.6 See In re Olshan Found. Repair Co.,
328 S.W.3d 883, 890 (Tex. 2010).
The FAA and TAA permit an interlocutory appeal from an order denying a
motion to compel arbitration. See Ellis v. Schlimmer, 337 S.W.3d 860, 862 (Tex.
2011). Start with the FAA. Texas Civil Practice and Remedies Code section 51.016,
which authorizes appeals in matters subject to the FAA, provides that a party may
appeal an interlocutory order “under the same circumstances that an appeal from a
federal district court’s order or decision would be permitted” by the FAA. TEX. CIV.
PRAC. & REM. CODE § 51.016; see Bonsmara Nat. Beef Co. v. Hart of Tex. Cattle
Feeders, LLC, 603 S.W.3d 385, 390 (Tex. 2020). Under the FAA, in turn, a party
may immediately appeal an order denying a motion to compel arbitration. See 9
U.S.C. § 16(a)(1); Bonsmara, 603 S.W.3d at 390.
So too with the TAA. See TEX. CIV. PRAC. & REM. CODE § 171.098(a)(1) (“A
party may appeal a judgment or decree entered under this chapter or an order . . .
denying an application to compel arbitration.”); Bonsmara, 603 S.W.3d at 390 n.4.
Our precedent instructs that the substance and function of the trial court’s
order controls this inquiry. Taylor Morrison of Tex., Inc. v. Skufca, 650 S.W.3d 660,
673 (Tex. App.—Houston [1st Dist.] 2021, no pet.). Indeed, an “order which
6 In the event of a conflict, the FAA preempts the TAA, but no party raises a conflict here. See In re D. Wilson Constr. Co., 196 S.W.3d 774, 778–80 (Tex. 2006). 10 functions to deny a party’s motion to compel arbitration when viewed in the context
of the record will qualify for interlocutory appeal.” Id.
Applying these principles, the order here qualifies for interlocutory review.
The Rodeo defendants moved to compel arbitration in the trial court. The trial court
denied the motion. That suffices. The trial court’s order functioned to deny the
Rodeo defendants’ motion to compel arbitration. See id. at 675–76 (trial court’s
order functioned to deny defendant’s motion to compel arbitration, thus providing
court with jurisdiction over interlocutory appeal). We thus have jurisdiction over the
Rodeo defendants’ interlocutory appeal. See 9 U.S.C. § 16(a)(1); TEX. CIV. PRAC. &
REM. CODE §§ 51.016, 171.098(a)(1).
Despite this, RSM argues that, as non-signatories to the Farmin and Operating
Agreements, the Rodeo defendants cannot establish interlocutory appellate
jurisdiction. We disagree. In fact, the United States Supreme Court rejected a similar
argument in Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009). There, like here,
non-signatories to a contract sought to use “equitable estoppel” to invoke the
contract’s arbitration clause and compel the plaintiff to arbitrate claims against them.
Id. at 626–27. The Supreme Court explained that, by Section 16’s “clear and
unambiguous terms, any litigant who [filed an eligible motion under the FAA] is
entitled to an immediate appeal from denial of that motion—regardless of whether
the litigant is in fact eligible.” Id. at 627. The “underlying merits [are] irrelevant,”
11 and jurisdiction over the appeal “must be determined by focusing upon the category
of order appealed from, rather than upon the strength of the grounds for reversing
the order.” Id. at 628 (cleaned up). In short, whether a non-signatory employing the
theory of equitable estoppel is ultimately entitled to compel arbitration is a merits
question—not one that deprives the court of jurisdiction. See id. at 628–29, 631.
That reasoning applies here. The Rodeo defendants appeal from an order
denying their motion to compel arbitration. That establishes our jurisdiction. See id.
at 627–29. “[W]hether [the Rodeo defendants are] in fact eligible” to compel
arbitration under an equitable estoppel theory is a merits question—not a
jurisdictional one. See id.
Federal courts have repeatedly applied this principle. See, e.g., Al Rushaid v.
Nat’l Oilwell Varco, Inc., 814 F.3d 300, 303 (5th Cir. 2016) (“We may review orders
denying the compulsion of arbitration and, therefore, undisputedly have jurisdiction
over the appeal as it pertains to the Nonsignatory Defendants.”); Ross v. Am. Express
Co., 547 F.3d 137, 140, 141 & n.2 (2d Cir. 2008) (similar).
Texas law is in accord. See Bonsmara, 603 S.W.3d at 389–92, 400–01 (in
context of appeal from final judgment, appellate court had jurisdiction to consider
trial court’s denial of defendants’ (both signatory and non-signatory) motion to
compel arbitration); G.T. Leach Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d
502, 510, 527–30 (Tex. 2015) (reviewing merits of non-signatories’ interlocutory
12 appeal from denial of motion to compel arbitration based on equitable estoppel
theory); Meyer v. WMCO-GP, LLC, 211 S.W.3d 302, 304–05 (Tex. 2006) (similar);
see also Clayton v. Tomlinson, No. 09-24-00020-CV, 2025 WL 339166, at *1 (Tex.
App.—Beaumont Jan. 30, 2025, no pet.) (finding interlocutory jurisdiction over
appeal filed by non-signatories challenging denial of motion to compel arbitration).7
We have jurisdiction over the Rodeo defendants’ interlocutory appeal. See 9
U.S.C. § 16(a)(1); TEX. CIV. PRAC. & REM. CODE §§ 51.016, 171.098(a)(1).
B. Motion to Compel Arbitration
Having determined that we have jurisdiction, we turn to the merits of the
Rodeo defendants’ motion to compel RSM to arbitration.
1. Standard of review and applicable law
Texas favors arbitration. In re Whataburger Rests. LLC, 645 S.W.3d 188, 198
(Tex. 2022). A party seeking to compel arbitration must establish that “(1) there is a
7 RSM relies on Natgasoline LLC v. Refractory Construction Services, Co. LLC to argue that we lack jurisdiction. 566 S.W.3d 871 (Tex. App.—Houston [14th Dist.] 2018, pet. denied). But Natgasoline is distinct. There, an energy company (a non-signatory defendant) sought to compel two other parties—a general contractor and subcontractor—to arbitrate against each other under their arbitration agreement, without involving the energy company in the arbitration. Id. at 876–78. The trial court denied the motion, and the energy company appealed. See id. The Fourteenth Court explained that it did not have jurisdiction over the energy company’s appeal because it “does not seek to invoke its own asserted right to participate in arbitration—rather, it seeks only to compel arbitration between two other parties under contracts it did not sign.” Id. at 882 (emphasis in original). Unlike Natgasoline, the Rodeo defendants appeal from an order denying their motion to compel arbitration based on their own asserted right to arbitrate. See id.; see also Carlisle, 556 U.S. at 627–29. 13 valid arbitration clause, and (2) the claims in dispute fall within that agreement’s
scope.” Cerna ex rel. R.W. v. Pearland Urban Air, LLC, 714 S.W.3d 585, 588 (Tex.
2025) (quoting In re Rubiola, 334 S.W.3d 220, 223 (Tex. 2011)). When reviewing
the denial of a motion to compel arbitration, we defer to the trial court on factual
determinations supported by the evidence and review legal determinations de novo.
Henry v. Cash Biz, LP, 551 S.W.3d 111, 115 (Tex. 2018). Gateway matters such as
whether a valid arbitration agreement exists and whether an arbitration agreement
can be enforced by a non-signatory are questions of law reviewed de novo. See
Lennar Homes, 672 S.W.3d at 376.
“Arbitration is a creature of contract between consenting parties,” and
generally, “[a] party cannot be forced to arbitrate absent a binding agreement to do
so.” Jody Farms, 547 S.W.3d at 629, 632. But the Texas Supreme Court has
concluded that, “sometimes a person who is not a party to the agreement can compel
arbitration with one who is, and vice versa.” Lennar Homes, 672 S.W.3d at 376
(quoting Meyer, 211 S.W.3d at 305). As explained, Texas courts have identified “six
scenarios in which arbitration with non-signatories may be required: (1)
incorporation by reference, (2) assumption, (3) agency, (4) alter ego, (5) equitable
estoppel, and (6) third-party beneficiary.” Jody Farms, 547 S.W.3d at 633; accord
Lennar Homes at 376. This case concerns the fifth.
14 2. RSM is required to arbitrate its claim.
RSM is required to arbitrate its claim. We thus reverse.
a. Direct-benefits estoppel applies.
Under direct-benefits estoppel, a litigant “who seeks by his claim to derive a
direct benefit from the contract containing the arbitration provision may be equitably
estopped from refusing arbitration.” Meyer, 211 S.W.3d at 305 (internal quotation
marks omitted). A non-signatory defendant may invoke the doctrine to estop a
signatory plaintiff from refusing arbitration, see id. at 305, 307–08, just as a
signatory defendant may invoke it to estop a non-signatory plaintiff from refusing
arbitration, see Lennar Homes, 672 S.W.3d at 372–73, 377–79.
As the Texas Supreme Court has explained, a litigant cannot “on the one hand,
seek to hold the non-signatory liable pursuant to duties imposed by [an] agreement,
which contains an arbitration provision, but, on the other hand, deny arbitration’s
applicability because the defendant is a non-signatory.” G.T. Leach Builders, 458
S.W.3d at 527 (quoting Meyer, 211 S.W.3d at 306). Thus, if a litigant seeks “direct
benefits” under a contract that contains an arbitration agreement, the claimant may
be compelled to arbitrate under that contract. Id.
To determine “[w]hether a claim seeks a direct benefit from a contract
containing an arbitration clause[,]” we examine the “substance of the claim,” and we
look past a party’s “artful pleading.” Id. (quoting In re Weekley Homes, L.P., 180
15 S.W.3d 127, 131–32 (Tex. 2005)). This standard is not met by a claim that merely
“refers to” or “relates to” the contract that contains the arbitration agreement. Id. at
528. Nor is the standard met by claims when liability arises solely from general
obligations imposed by law, including “statutes, torts and other common law duties.”
Id. at 528.
Instead, under this doctrine, “the claim must depend on the existence of the
contract and be unable to stand independently without the contract.” Id. at 527–28
(cleaned up and emphasis added). Direct-benefits estoppel applies when the “alleged
liability ‘arises solely from the contract or must be determined by reference to it.’”
Jody Farms, 547 S.W.3d at 637 (quoting Weekley Homes, 180 S.W.3d at 132).
“When a party’s right to recover and its damages depend on the agreement
containing the arbitration provision, the party is relying on the agreement for its
claims.” Meyer, 211 S.W.3d at 307; accord Steer Wealth Mgmt., LLC v. Denson,
537 S.W.3d 558, 568–69 (Tex. App.—Houston [1st Dist.] 2017, no pet.).
This doctrine applies here. RSM seeks, through its money had and received
claim, to derive a direct benefit from the Farmin and Operating Agreements, which
contain broad arbitration provisions that do not exclude RSM’s claim. See Meyer,
211 S.W.3d at 307–08; Lennar Homes, 672 S.W.3d at 377–79. Therefore, RSM is
required to arbitrate its claim.
16 This is evident from RSM’s amended petition. Under its sole claim, RSM
aims to prove that the Rodeo defendants possess money that, in equity and good
conscience, belongs to RSM. See Senior Care Living VI, LLC v. Preston Hollow
Cap., LLC, 695 S.W.3d 778, 816–17 (Tex. App.—Houston [1st Dist.] 2024, pet.
denied); Ferrara v. Nutt, 555 S.W.3d 227, 244 (Tex. App.—Houston [1st Dist.]
2018, no pet.).
But this claim depends entirely on—and could not exist without—the
Agreements at issue:
• RSM alleges that the Rodeo defendants improperly received from Gaz “at least $1.04 million in payments between June 2020 and March 2023 out of the Logbaba Project’s joint account[]”—an account created and governed by the Operating Agreement and referenced by the Farmin Agreement, and that would not exist absent those Agreements.
• RSM’s theory is that Gaz is commingling funds—a prohibited action under the terms of the Agreements—and thereby improperly paying the Rodeo defendants to satisfy its individual debt under the 2016 Settlement Agreement out of the joint account.
• RSM alleges that Gaz’s payments to the Rodeo defendants were improper because “despite the terms of, inter alia, the Operating Agreement and other binding settlement agreements between [Gaz] and RSM, [Gaz] has used (and continues to use) a commingled set of bank accounts for the Logbaba Project, in which [Gaz] holds its own funds and RSM’s funds.”
• RSM thus asserts that the money held by Rodeo belongs to RSM.
As this shows, RSM’s claim is premised on the Agreements (which broadly
mandate arbitration). The Farmin and Operating Agreements established the joint
17 account at issue, without which there would be no claim. They govern the account,
set procedures for its operation, and prohibit the alleged commingling that led to the
“money” RSM claims was “had and received” by the Rodeo defendants. Those
Agreements establish RSM’s participating interest, which dictates the portion of
joint-account funds allocated to RSM and underpins RSM’s claim to the money here.
Moreover, RSM’s theory is that Gaz is paying them under the 2016 Settlement
Agreement. RSM’s claim depends entirely upon the existence of these Agreements.
Additionally, RSM’s claim requires it to establish that it is the owner of the
money held by the Rodeo defendants. See Ferrara, 555 S.W.3d at 244. But RSM
cannot do so without these Agreements. Both RSM’s claim to ownership of the
money and any amount allegedly belonging to RSM cannot stand independently of
and must be determined by reference to the Farmin and Operating Agreements. See
G.T. Leach Builders, 458 S.W.3d at 527–28; Jody Farms, 547 S.W.3d at 637; see
also Austin v. Duval, 735 S.W.2d 647, 648–49 (Tex. App.—Austin 1987, writ
denied) (plaintiff had no claim for money had and received because ownership rights
to money at issue were extinguished pursuant to express terms of contract between
parties).
RSM’s purported damages (the “$1.04 million” that RSM asserts belongs to
it) also depend upon the Farmin and Operating Agreements. See Meyer, 211 S.W.3d
at 307 (“When a party’s right to recover and its damages depend on the agreement
18 containing the arbitration provision, the party is relying on the agreement for its
claims.”); accord Steer Wealth, 537 S.W.3d at 568–69; see also Picone v. Cruciani,
No. 05-22-00841-CV, 2023 WL 8825055, at *5 (Tex. App.—Dallas Dec. 21, 2023,
no pet.) (applying direct-benefits estoppel because signatory-plaintiff’s damages
claim depended on the agreement with the arbitration provision). RSM provides no
other legal basis for why that money belongs to it.
“[RSM] is trying to have it both ways: it is asserting rights that it would not
have but for the [Farmin and Operating Agreements], but refusing to honor its
agreement to arbitrate disputes over those rights.” See Meyer, 211 S.W.3d at 308.
Under the circumstances, direct-benefits estoppel applies because RSM’s
money had and received claim—and the damages RSM seeks—depend upon the
existence of the Farmin, Operating, and 2016 Settlement Agreements; RSM’s claim
is unable to stand independently without those Agreements. See G.T. Leach
Builders, 458 S.W.3d at 527–28; Jody Farms, 547 S.W.3d at 637.
b. RSM’s claim falls within the scope of the arbitration clauses.
Having concluded that the direct-benefits estoppel theory applies—so RSM
cannot avoid arbitration on the basis that the Rodeo defendants are not parties to the
contracts—we turn to whether RSM’s claim falls within the scope of the arbitration
clauses at issue. See Rachal v. Reitz, 403 S.W.3d 840, 849–50 (Tex. 2013) (once
direct-benefits estoppel is established and the arbitration provision becomes
19 enforceable, the party seeking to compel arbitration must still show that the dispute
falls within the scope of the arbitration agreement). It does.
Once a valid arbitration agreement is established, a strong presumption arises
in favor of arbitration. Id. at 850; Ellis, 337 S.W.3d at 862. We interpret an
arbitration agreement according to its plain language, applying the terms as written.
Wagner v. Apache Corp., 627 S.W.3d 277, 285 (Tex. 2021). We resolve doubts as
to the agreement’s scope and other issues unrelated to validity in favor of arbitration.
See Ellis, 337 S.W.3d at 862.
When a plaintiff pursues a claim on a contract, and “the relied-upon arbitration
clause is broad enough to cover [the] claims, . . . then the plaintiff must pursue all
claims—tort and contract—in arbitration.” Lennar Homes, 672 S.W.3d at 377
(cleaned up); see, e.g., Taylor Morrison of Tex., Inc. v. Kohlmeyer, 672 S.W.3d 422,
426 (Tex. 2023) (non-signatory homeowners were required to arbitrate claims
against homebuilder under direct-benefits estoppel doctrine; homeowners’ claims
fell within the scope of arbitration agreement, which “broadly covers any claims or
disputes related to the agreement”).
Here, given the broad arbitration provisions in the Farmin, Operating, and
2016 Settlement Agreements, RSM’s claim falls within the scope of those clauses.
See Kohlmeyer, 672 S.W.3d at 426; Meyer, 211 S.W.3d at 306–07. The Farmin
Agreement requires that “[a]ny and all claims . . . arising out of or relating to this
20 Agreement” be resolved in arbitration. (emphasis added.) So too with the Operating
Agreement. It provides that “any dispute” shall be arbitrated. And it states that “this
is a broad form arbitration agreement designed to encompass all possible disputes.”
(Emphasis added.) Likewise, the 2016 Settlement Agreement mandates that “[a]ny
and all disputes between the parties arising out of or related to this Agreement” be
As explained, RSM’s claim depends upon the existence of these Agreements
and falls within the “all possible disputes” language in the Operating Agreement. It
also “aris[es] out of or relat[es] to” the Farmin and 2016 Settlement Agreements.
Thus, under the Agreements’ plain terms, RSM’s claim falls within the scope of their
broad arbitration clauses. See Meyer, 211 S.W.3d at 306–08 (plaintiff was estopped
from refusing arbitration; clause requiring arbitration for disputes “involving the
construction or application of any of the terms, covenants, or conditions” was broad
enough and “easily include[d] [plaintiff’s] claims”); see also Kohlmeyer, 672
S.W.3d at 426 (plaintiffs’ claims fell within the scope of arbitration agreement,
which “broadly covers any claims or disputes related to the agreement”). Because
the doctrine of direct-benefits estoppel applies and RSM’s claim falls squarely
within the scope of the arbitration clauses at issue, we hold that the trial court erred
in denying the Rodeo defendants’ motion to compel arbitration. See Meyer, 211
S.W.3d at 307–08; Lennar Homes, 672 S.W.3d at 377–79.
21 CONCLUSION
The trial court erred in denying the Rodeo defendants’ motion to compel
arbitration. Accordingly, we reverse the trial court’s order, and we remand this case
to the trial court with instructions to render an order compelling RSM’s claim to
arbitration.
Jennifer Caughey Justice
Panel consists of Justices Rivas-Molloy, Gunn, and Caughey.